GETWAITER TERMS OF USE : MERCHANT

PLEASE READ CAREFULLY BEFORE ACCESSING THIS WEBSITE.

This end-user license agreement ("agreement") is a legal agreement between you ("End-user" or "you" or “your”) and Geniusin Limited a company registered in England an Wales with company number 07812171 of 22 West Street, Olney, Buckinghamshire, United Kingdom, MK46 5HR ("Licensor", "us" or “our” or "we").

“Reports”means the reports produced by the Software in accordance with the Services provided to you.

“Services”means [those services delivered by and including the Software as selected by you in your Registration Form] OR [the online information transmission service regarding use of the App by Users as provided by us from time to time.]

“Software”means the getWaiter merchant online software portal and website provided by us for the delivery of the Services and any output or Reports produced by or using the Software.

“User”means a consumer that uses the Software.

“you”and “your” is a reference to the person identified as the merchant whose details are contained in the Registration Form.

A personincludes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

Any words following the terms including, include, in particularor any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

USE OF THE GETWAITER ONLINE MERCHANT SERVICES

In consideration of you agreeing to abide by the terms of this agreement we grant to you a non-transferable, non-exclusive licence to receive the Services via the Software subject to the terms set out in this agreement. We reserve all other rights. We do not sell or licence the Software to you (save for the limited purpose set out in this agreement) and you do not acquire any rights in the Software.

All information in any form whatsoever gathered from Users will be owned by us. The Services may from time to time include the provision of User information in the form of Reports. In some cases these Reports may be provided without charge at our discretion and in other cases these Reports may be subject to a fee. Where Reports are subject to a fee, you will be notified prior to downloading or accessing the Report that a fee is payable and you will need to contact our customer services representative to make payment.

We only supply the Services for use by you (and your employees and personnel) for your internal business purposes and you agree not to resell or redistribute the Services in any way.

You must ensure that all of the information provided to us in the Registration Form is accurate at all times. If any of that information changes, you must notify us as soon as possible. All personal data will be handled in accordance with our Privacy and Cookie Policy available at http://www.getwaiter.com/privacy_new

We may change these terms at any time by notifying you of a change when you next log onto the Website. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Services.

The Services and the Website may contain links to other independent third-party websites ("Third-party Sites"). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgment regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.

You warrant to us that you are not a consumer (as defined in the Unfair Contract Terms Act 1977).

RESTRICTIONS

You must:

not to use the Software or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Software, any Service or any operating system;

not infringe our intellectual property rights or those of any third party in relation to your use of the Software or any Service (to the extent that such use is not licensed by this agreement);

not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software or any Service;

not use the Software or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

other than the Reports provided by us, not collect or harvest any information or data from the Services or our systems or attempt to decipher any transmissions to or from the servers running any Service.

Except as expressly set out in this agreement or as permitted by any local law, you undertake:

not make any copies of the Software or Services other than as permitted by law;

not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Services in anyway;

not to make alterations to, or modifications of, the Software;

not to disassemble, decompile, reverse engineer or create derivative works based on the whole or any part of the Software except as expressly permitted by law;

not to use the Software for any unlawful purpose, in any way that interrupts, damages, impairs or renders the Software less efficient or to transfer any viruses, trojan horses, bugs or other harmful computer programs or files or to attempt to access any other users account;

to keep your username and password for the Software safe and confidential at all times and not to disclose the same to any third parties; and

to refrain from doing anything with the Software which we believe (in our reasonable opinion) could have a negative effect on our reputation.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all intellectual property rights in the Software, the Services, the Reports and the Documents anywhere in the world belong to us. You do not acquire any rights in the said intellectual property rights.

WARRANTY

The Software and Services are provided “AS IS”. There is no warranty for the Software, the Services, the Documentation or the Reports. All warranties whether express or implied including but not limited to the implied warranties of quality, fitness for purpose and time for performance are excluded.

We will not be liable to you under the terms of this clause 5 for defect or fault in the Software or the Services.

We give no warranty as to the accuracy of the information contained in the Documentation or the Reports.

We do not warrant or guarantee the performance of the internet, mobile phone networks and other communication media required for the provision of the Services or that the transmission of data will be secure or error or virus free or that the internet, mobile phone networks and other communication media will be accessible at all times.

LIMITATION OF LIABILITY

You acknowledge that the Services have not been developed to meet your unique requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Services meet your requirements.

We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity, loss of reputation or goodwill or any special or consequential loss.

We have no liability to you for any loss, damage, cost or injury that you may incur or suffer as a result of any reliance placed upon the Reports and the information contained therein.

Nothing in this agreement shall limit or exclude our liability for:

death or personal injury resulting from our negligence;

fraud or fraudulent misrepresentation;

any other liability that cannot be excluded or limited by English law.

Subject to clause 6.2, 6.3 and 6.4, our maximum aggregate liability under or in connection with this agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £1000.

We only provide the Services. We are not liable for any use of the App by a User or for any action or inaction on the part of a User; nor are we acting as their agent or under their authority.

You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of data, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your breach of this agreement or as a result of any or omission, default or negligence on your part.

PAYMENT FOR SERVICES

We may from time to time charge for the provision of Reports. Where we do so, we will notify you of the cost of a Report prior to downloading or accessing the Report. The price will be as stated on our Website from time to time.

The price of a Report includes VAT (where applicable) at the then-current rate chargeable in the UK for the time being.

All charges must be paid in advance and received by us before we release or dispatch a Report to you. You can purchase a Report by using our online transaction system.

The purchase of a Report is non-refundable.

TERMINATION

We may terminate this agreement at any time by notifying you in writing.

You are not under any obligation to use the Services and can stop using it at any time.

On termination for any reason:

all rights granted to you under this agreement shall cease;

you must immediately cease all activities authorised by this agreement, including your use of the Services; and

you must immediately delete or destroy all copies of the Documents then in your possession, custody or control and certify to us that you have done so.

COMMUNICATIONS BETWEEN US

If you wish to contact us in writing, or if any condition in this agreement requires you to give us notice in writing, you can send this to us by e-mail or by prepaid post to Geniusin Limited at 22 West Street, Olney, Buckinghamshire, United Kingdom, MK46 5HR ORinfo@getwaiter.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.

If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your Registration Form.

Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when an e-mail is sent, or 2 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

EVENTS OUTSIDE OUR CONTROL

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this agreement that is caused by an Event Outside Our Control.

An "Event Outside Our Control"means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks or the internet.

If an Event Outside Our Control takes place that affects the performance of our obligations under this agreement our obligations under this agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

GENERAL PROVISIONS

All of the personal data provided in your Registration Form will be handled in accordance with our Privacy & Cookie Policy available at http://www.getwaiter.com/privacy_new. You do not have any right or title to the data that we collect from use of the Software by Users.

We may transfer our rights and obligations under this agreement to another organisation, but this will not affect your rights or our obligations under this agreement.

You cannot transfer or assign your rights or your obligations under this agreement to another person.

This agreement and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this agreement or any document expressly referred to in it.

The Contract (Rights of Third Parties) Act 1999 will not apply to this agreement.

If we fail to insist that you perform any of your obligations under this agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Each of the conditions of this agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

This agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. The agreement shall be governed by exclusive jurisdiction of the courts of England and Wales.